Susan Stone
CNA FINANCIALAbout Susan Stone
Susan A. Stone is Executive Vice President and General Counsel of CNA Financial Corporation, a role she has held since June 2021; she is 63 years old and first became a CNA executive officer in 2021 . Prior to CNA, she served as General Counsel of Marsh LLC from February 2017 to May 2021 . Under her tenure on the senior leadership team, CNA reported 2024 Net Income of $959 million and “CI” (adjusted operating income used for incentive pay) of $1.324 billion . Company TSR (value of a $100 investment from 12/31/2019) was $155 in 2024 versus $239 for the peer group; CNA set 2024 CI target at $1.268B and achieved 103% of target, driving incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marsh LLC | General Counsel | 2017–2021 | Not disclosed in filings |
| CNA Financial Corporation | EVP & General Counsel | 2021–Present | Member of senior management and ESG Steering Committee representation by GC noted; broader impact not quantitatively disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public-company committee roles disclosed for Ms. Stone in CNA filings reviewed |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 700,000 | Base salary component as NEO |
| 2023 | 695,000 | Base salary component as NEO |
Performance Compensation
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Annual incentive framework: For 2024, all NEO annual cash bonuses (AIB) and long‑term performance share plan (PSP) awards were based 100% on “CI” (adjusted operating income) with a preset target of $1.268B; actual CI was $1.324B and the Compensation Committee approved a 103% achievement factor . NEO annual cash awards are capped at 2.0x target (CEO 1.5x), PSP payouts range 0–200% with 1‑year performance and 2‑year additional cliff‑vesting (3‑year aggregate) .
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2024 outcomes for Susan Stone:
- Annual cash bonus paid: $1,100,000 (reflecting CI achievement and individual assessment) .
- 2024 PSP grant (3/15/2024): Target 23,744 PSUs; achievement certified at 103% → 24,456 PSUs earned, cliff‑vesting by March 2027; grant date fair value $1,049,960 .
- 2023 and 2022 PSP cycles: Achievements certified at 111% (vest by March 2026) and 112% (vest by March 2025), respectively .
| Component | Metric | Weighting | Target | Actual/Cert | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (AIB) | CI (Adjusted Operating Income) | 100% | $1.268B (2024) | $1.324B; 103% factor | $1,100,000 (Susan Stone) | Cash paid 2025 |
| PSP 2024 Grant | CI | 100% | 23,744 PSUs (target) | 103% certified | 24,456 PSUs (earned) | Cliff-vest by Mar 2027 |
| PSP 2023 Cycle | CI | 100% | — | 111% certified | 30,732 unvested units at 12/31/24 | Vest by Mar 2026 |
| PSP 2022 Cycle | CI | 100% | — | 112% certified | 24,399 unvested units at 12/31/24 | Vest by Mar 2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 24,399 CNA shares (beneficial) as of March 7, 2025 |
| Ownership as % of shares outstanding | ~0.009% (24,399 / 270,161,659 shares outstanding as of 3/7/2025) |
| Unvested equity (12/31/2024) | 24,399 (PSP 2022), 30,732 (PSP 2023), 24,456 (PSP 2024) with respective market values $1,180,180; $1,486,507; $1,182,937 |
| Options | Company does not currently grant stock options; equity is RSUs/PSUs |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited unless full-recourse loan and ability to repay without selling stock; no pledging exceptions disclosed for Ms. Stone |
| Ownership guidelines | Not specifically disclosed for executives in reviewed sections; policy highlights do not mention guidelines |
Upcoming vesting and potential selling pressure
| PSP Cycle | Achievement | Unvested Units (12/31/24) | Vesting Timeline | Market/Payout Value Reference |
|---|---|---|---|---|
| 2022 | 112% | 24,399 | Vest by March 2025 | $1,180,180 at 12/31/24 |
| 2023 | 111% | 30,732 | Vest by March 2026 | $1,486,507 at 12/31/24 |
| 2024 | 103% | 24,456 | Vest by March 2027 | $1,182,937 at 12/31/24 |
Employment Terms
- Individual agreements: CNA discloses no individual employment agreements for executive officers other than the CEO; as of year-end 2024, the only effective severance arrangement is with the CEO (Mr. Robusto) .
- Severance / Change-in-control: No specific severance or change‑of‑control terms disclosed for Ms. Stone; the 2024 potential payments tables only detail CEO economics .
- Clawback and pay policies: Company maintains an executive clawback policy compliant with SEC rules; prohibits hedging; restricts pledging; no tax gross‑up on perquisites .
Multi‑Year Compensation Detail (Named Executive Officer – Susan A. Stone)
| Year | Salary ($) | Stock Awards – Grant Date FV ($) | Annual Incentive – Cash ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 700,000 | 1,049,960 | 1,100,000 | 256,200 | 3,106,160 |
| 2023 | 695,000 | 1,019,989 | 1,300,000 | 191,273 | 3,206,262 |
- 2024 All Other Compensation breakdown for Susan Stone: Dividend equivalents $115,986; Company 401(k)/Deferred Comp contributions $131,830; Other perquisites $8,384; total $256,200 .
Deferred Compensation (Susan A. Stone)
| Item | 2024 Amount ($) |
|---|---|
| Executive contributions (deferred) | 21,000 |
| Company contributions | 93,880 |
| Aggregate earnings | 46,107 |
| Year‑end aggregate balance | 448,176 |
Pay Design, Metrics, Peer Group and Say‑on‑Pay
- Pay mix and design: CNA emphasizes at‑risk pay; AIB and PSP both tied to CI; PSP payable 0–200% and subject to 3‑year cliff; no dividends until vesting; no stock options; target pay around market median .
- 2024 CI target and result: Target $1.268B; actual $1.324B; achievement factor 103% .
- Compensation peer group (2024): Allstate; American Financial Group; Chubb; Cincinnati Financial; Hartford; Markel; Progressive; Travelers; W.R. Berkley .
- Clawback, hedging/pledging, gross‑ups: Clawback in place; hedging prohibited; pledging restricted; no tax gross‑ups on perquisites .
- Say‑on‑pay support: 2024 annual meeting approval for 2023 executive compensation exceeded 96% .
Company Performance Context (for pay‑for‑performance analysis)
CNA financial performance – quarterly
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($ USD Millions)* | 3,024.0* | 2,996.0* | 3,042.0* | 3,152.0* | 3,247.0* | 3,174.0* | 3,275.0* | 3,353.0* |
| EBITDA ($ USD Millions)* | 523.0* | 478.0* | 454.0* | 410.0* | 69.0* | 398.0* | 429.0* | 567.0* |
Values retrieved from S&P Global.
CNA financial performance – annual
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($ USD Millions)* | 10,484.0* | 11,570.0* | 12,437.0* |
| EBITDA ($ USD Millions)* | 977.0* | 1,718.0* | 1,411.0* |
Values retrieved from S&P Global.
Pay versus performance reference points
| Year | CNA TSR (Value of $100) | Peer Group TSR (Value of $100) | Net Income ($) | CI ($) |
|---|---|---|---|---|
| 2024 | $155 | $239 | 959,000,000 | 1,324,000,000 |
| 2023 | $125 | $169 | 1,205,000,000 | 1,312,000,000 |
| 2022 | $118 | $156 | 682,000,000 | 1,201,000,000 |
All values drawn from CNA’s Pay vs Performance table .
Additional Risk and Governance Considerations
- Controlled company: Loews owned ~92% of CNA common stock as of March 7, 2025 (248.4M shares), enabling control over votes; minority investors should account for controlled company governance exemptions .
- Related‑party transactions: CNA/Loews tax allocation and investment services agreements; 2024 payments of ~$255M (tax), ~$60M (investment services) .
- ESG governance: GC is among executives on ESG Steering Committee; governance framework described but no executive‑specific KPIs tied to compensation disclosed .
Investment Implications
- Alignment: Ms. Stone’s variable pay is fully driven by CI, identical to other NEOs, with clear payout caps and a rigorous three‑year cliff for PSUs—this is a straightforward operating‑income alignment rather than stock‑price (TSR) alignment .
- Supply and selling pressure: Three consecutive PSP cycles vesting by March 2025/2026/2027 (24,399 / 30,732 / 24,456 units) create known windows where incremental shares may settle; while individual sale intent is unknown, these dates represent potential supply events .
- Retention risk: No individual employment agreement or bespoke severance protections are disclosed for Ms. Stone, which can marginally elevate retention risk versus CEOs with contracts; however, substantial unvested PSUs and deferral balances act as retention anchors .
- Governance quality: Presence of an SEC‑compliant clawback, prohibitions on hedging and restricted pledging, no tax gross‑ups, and strong say‑on‑pay support (>96%) reduce governance and compensation red‑flag risk .
- Performance linkage: 2024 CI at 103% of target and annual cash above $1.1M for Ms. Stone indicate pay responding to company operating performance; CNA’s TSR has lagged the peer group over the 5‑year SEC window, suggesting equity outcomes may be less leveraged to market than to CI execution .
Note: Where education, ownership guidelines, or individual severance/CIC provisions for Ms. Stone were not disclosed in the reviewed filings, those items are omitted.
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